Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Lithos Group Management Reports 2026

Apr 2, 2026

46827_rns_2026-04-01_a1d86199-b093-4e55-ab16-43e602721f8d.pdf

Management Reports

Open in viewer

Opens in your device viewer

LITHOS GROUP LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the nine months ended January 31, 2026

Introduction

This Management's Discussion and Analysis ("MD&A") is a review of the operations, current financial position and outlook for Lithos Group Ltd. (the "Company" or "LiTHOS"). This discussion should be read in conjunction with the Company's audited consolidated financial statements for the year ended April 30, 2025, and the unaudited consolidated financial statements and accompanying notes for the nine months ended January 31, 2026, available through the SEDAR+ website at www.sedarplus.ca.

The Board of Directors of Lithos Group Ltd. has approved the disclosure contained in this MD&A on March 31, 2026.

The Company's financial statements are prepared in accordance with IFRS Accounting Standards ("IFRS"). The Company's reporting currency is the Canadian Dollar, which is the presentation currency of the consolidated financial statements, unless otherwise stated. This MD&A is dated March 31, 2026.

The registered and records office of the Company is located at 2380, 1055 West Hastings Street, Vancouver, B.C. V6E 2E9. The Company is listed for trading on the CSE under the ticker symbol "LITS".

As of the date of this MD&A, the Company has the following subsidiaries:

Subsidiary Jurisdiction of Incorporation Ownership Percentage
Iron Forge Holdings (I) Ltd. British Columbia 100%
Aqueous Resources LLC Colorado 100%

During Fiscal 2026, the Company voluntarily dissolved four of its entities: Lithos Technology Corp., 1282112 B.C. Ltd., Lithos Alabama LLC, and Lithos Technology LLC.

To date, the Company has not generated any revenue and has met its cash requirements primarily through share issuances. Until the Company attains profitability, it will be necessary to raise additional financing for general working capital. If the Company is unable to obtain financing in the amounts and on terms deemed acceptable, the future success of the business could be adversely affected. There is no assurance that the Company will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.


LITHOS GROUP LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the nine months ended January 31, 2026

Description of the Business of the Company

General Overview

The Company, through the acquisition of 100% of Aqueous Resources LLC in August 2023, has invested in and aided commercial and technical development of AcQUA™ – a patented wastewater solutions technology for conditioning, pre-treatment and direct lithium extraction ("DLE") from brine reservoirs enriched with lithium. AcQUA™ is a unique modular technology which optimizes the pre-treatment, selective purification, and concentration of lithium-enriched brines prior to extracting lithium chloride. The unique AcQUA™ technology avoids the typical challenges faced by chemically-intensive DLE technologies currently in development phase. AcQUA™ enables lithium brine resource operators to deploy economically viable and sustainable field-ready extraction solutions that will substantially reduce fresh water and chemical reagent consumption by utilizing a novel, commercially mature electro-pressure membrane approach. The aim of AcQUA™ is to substantially eliminate the use of evaporation ponds in the conditioning, pre-treatment and concentration phases of lithium salt production. The Company filed for a trademark on September 5, 2023, with the USPTO and filed on August 30, 2023, with the Canadian Intellectual Property Office to protect the branding of this service as AcQUA™. The United States Department of Energy (DOE) awarded the Company a grant entitled "Sustainable Direct Lithium Extraction ("DLE") for the Recovery, Concentration, and Production of Lithium Chloride from Aqueous Sources" in July of 2023. On October 28, 2024, the Company announced the allowance by the USPTO of its U.S. patent for the "Electro-Pressure Membrane Method for Recovery and Concentration of Lithium from Aqueous Sources". The patent, which was issued on November 26, 2024, secures the Company's ability to operate across the full lithium extraction and refinement process, covering essential stages from pre-treatment through lithium concentration to final processing for lithium carbonate (Li2CO3) or lithium hydroxide (LiOH) production. It also seeks to safeguard the Company's flexibility to integrate any DLE method, supporting an adaptable approach to refining.

LiTHOS has also invested in the Company's proprietary cloud solution technology known as conductive fracture Imaging or CFI. The CFI technology was acquired from Reservoir Imaging Solutions ("RIS"), a company controlled by the Company's Chief Executive Officer, pursuant to the terms of an asset purchase agreement dated April 20, 2023. The CFI subsurface imaging technology has the potential to reduce the risks of induced seismicity and optimize the pressure drive, and overall reservoir management for all brine assets. Following the acquisition of the CFI technology, the Company and RIS entered into a license agreement dated April 20, 2023 pursuant to which the Company granted back to RIS the right to use the CFI technology. Pursuant to the terms of the license agreement, the license of the CFI technology to RIS is for an indefinite period in consideration for the payment by RIS to the Company of an amount equal to all fees generated from use of the CFI technology by RIS less any costs incurred by RIS in using the CFI technology. CFI shall be applied to professionally manage and diagnose the re-injection of spent brine as a result of the AcQUA™ process. The Company filed for a trademark with the USPTO on September 5, 2023 and on August 30, 2023 with the Canadian Intellectual Property Office to protect the branding of this service as TiERRA™.


LITHOS GROUP LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the nine months ended January 31, 2026

Current Outlook

Business Goals

The Company is pursuing strategic alternatives to supplant or replace its focus on lithium extraction technology. The Company does not have sufficient working capital to subsidize or pay independently for a field pilot trial. The US Department of Energy wrapped up its funding in January 2025 which coincided with the successful completion of the Company's Phase 2 grant. The macro situation for lithium is very challenged. Many new projects and most, if not all, pilot projects involving innovative DLE extraction technology have been postponed, or cancelled.

Other

Due to the extremely adverse conditions in the global lithium market, the Company continues to evaluate other opportunities to build shareholder value.

Government Grants

Office of Economic Development and International Trade Grant

In June 2023, the Company's subsidiary, Aqueous, was awarded a definitive contract for up to US$250,000 by the Colorado Global Business Development division of the Office of Economic Development and International Trade ("OEDIT"). This grant supports businesses commercializing innovative and disruptive technologies in the advanced industries that will be created or manufactured in Colorado.

During the nine months ended January 31, 2026, the Company received US$Nil (2025 - US$175,322) in grant funding under the program.

Department of Energy

In July 2023, Aqueous was awarded one (1) of ten (10) Fast-Track grants by the U.S. Department of Energy ("DOE"). The USD $1,300,000 grant was announced on July 10, 2023 by the DOE. The DOE funded a total of $72 million for 296 projects for leading small businesses to pursue scientific, clean energy, and climate research, development, and demonstration projects. Only ten (10) Fast-Tracks (combined Phase I and Phase II awards) were awarded out of these 296 projects.

During the nine months ended January 31, 2026, the Company received US$Nil (2025 - US$320,001) in grant funding under the program. Of the amount received, US$Nil (2025 - $114,138) was allocated to deferred grant income, as it relates to the purchase of capital assets.


LITHOS GROUP LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the nine months ended January 31, 2026

Results of Operations

The Company reported a loss of $270,978 (2025 - $6,130,927) and a loss per share of $0.03 (2025 - $0.73) for the nine months ended January 31, 2026.

The Company reported earnings of $27,565 and earnings per share of $0.03 for the nine months ended January 31, 2026 compared to a loss of $6,130,927 and a loss per share of $0.73 for the nine months ended January 31, 2025.

The Company curtailed operations at the end of Fiscal 2025 and into the first quarter of Fiscal 2026. As such, comparative figures are not overly meaningful. Significant components of the loss incurred during the nine months ended January 31, 2025 that are not present in 2026 include: 1) $2,658,990 for depreciation of intangible assets; and 2) $2,299,022 for share-based payments for the recognition of granted and vested stock options, restricted share units and performance share units.

For the three months ended January 31, 2026, earnings of $27,565 were primarily the result of 1) a reversal of consulting fees of $8,308; 2) an adjustment of $30,520 for interest and finance charges related to the notes payable; 3) a $13,428 adjustment to share-based payments regarding vesting calculations of RSUs; and 4) a foreign exchange gain of $33,150 due to the strengthening of the Canadian dollar against the United States dollar.

Liquidity, Capital Resources, and Changes to Expense Structure

As at January 31, 2026, the Company's cash position was $nil (April 30, 2025 - $21,197) and it had a working capital deficiency of $3,524,055 (April 30, 2025 - $3,361,329 deficiency).

Sources of cash for the Company included $33,650 from new loans payable that are due on demand.

Uses of cash by the Company included $40,838 for operating activities.

As the Company does not currently carry on active operations that generate cash flows, the continuing operations of the Company are primarily dependent on its ability to raise future financing. No assurance or guarantee can be given that the Company will find sources of funding.

Related Party Transactions

See note 10 of the January 31, 2026 condensed interim consolidated financial statements.

The Company incurred $22,500 in accounting fees to Jennie Choboter, a former director and CFO.

The Company incurred $13,265 of share-based compensation for the vesting of RSUs to Michael Westlake, Director.

During the nine months ended January 31, 2026, $15,900 was advanced to the Company by management for working capital purposes. The amounts are unsecured, non-interest bearing and due on demand.


LITHOS GROUP LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the nine months ended January 31, 2026

Outstanding Share Data

The following table sets forth information concerning the outstanding securities of the Company:

Number Exercise Price Expiry Date
Common shares 9,106,722 n/a n/a
Performance share units 246,889 n/a n/a
Restricted share units 108,578 n/a n/a
Warrants 40,371 $1.45 June 8, 2026
Warrants 99,287 $9.00 March 15, 2027
Warrants 64,468 $9.00 April 15, 2027
Warrants 99,990 US$5.50 November 3, 2028
Fully Diluted 9,766,305

Risks and Uncertainties

The Company believes there are risks and uncertainties that may materially adversely affect the Company and its business. For a more complete discussion of the risks and uncertainties facing the Company see the "Risks and Uncertainties" section of the Company's Annual Management, Discussion and Analysis dated September 9, 2025. The risks and uncertainties described in the Annual MD&A are those the Company currently believes to be material, but they are not the only ones the Company will face. If any of these risks, or any other risks and uncertainties that the Company has not identified or that it currently considers not to be material, actually occur or become material risks, the Company's business, prospects, financial condition, results of operations and cash flows, and consequently the price of the common shares could be materially and adversely affected. In all these cases, the trading price of the Company's securities could decline, and prospective investors could lose all or part of their investment.

Caution Regarding Forward Looking Statements

This MD&A contains forward-looking information and statements (collectively, "forward-looking statements"). These forward-looking statements relate to the Company's current expectations, estimates and projections as to future events or the Company's future performance and are provided to allow readers a better understanding of the Company's business and prospects and may not be suitable for other purposes. All statements, other than statements of historical fact, may be considered forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in, or suggested by, such forward-looking statements. The


LITHOS GROUP LTD.

MANAGEMENT'S DISCUSSION AND ANALYSIS

For the nine months ended January 31, 2026

Company believes the expectations reflected in the forward-looking statements included in this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Company assumes no obligation to revise or update these statements except as required pursuant to applicable securities laws.

In particular, this MD&A contains forward-looking statements pertaining to the following:

  • expectations as to future operations of the Company;
  • the Company's dependence on management;
  • the Company's plans in respect of development and operations;
  • the cost and timing of the Company's services;
  • potential environmental issues and liabilities associated with exploration, development and mining activities;
  • title risks, and the obtaining and renewing of material licences and/or permits;
  • the Company's capital and funding requirements;
  • the ability of the Company to obtain future financing on acceptable terms or at all; and
  • other statements under the heading "Management's Discussion and Analysis".

With respect to forward-looking statements contained in this MD&A, the Company has made assumptions regarding, among other things:

  • the Company's access to adequate services and supplies;
  • favourable economic conditions, commodity prices, foreign currency exchange rates, interest rates, access to capital and debt markets;
  • the availability of a qualified work force;
  • that exploration timetables and capital costs for the Company's exploration plans are not incorrectly estimated or affected by unforeseen circumstances or adverse weather conditions;
  • that any environmental and other proceeding or dispute is, if ever initiated against the Company, satisfactorily resolved, and that the Company is able to maintain its ongoing relations with its business partners and governmental authorities;
  • the Company's ability to commercially scale its direct lithium extraction technology;
  • the Company's ability to obtain and maintain financing on acceptable terms;
  • the impact of competition;
  • changes in laws, rules and regulations;
  • the Company's ability to retain key personnel; and
  • the absence of material adverse changes in the industry or Canadian or global economy.

These forward-looking statements are based upon certain material factors, assumptions and analyses that were applied in drawing a conclusion or making a forecast or projection, including management's experience and perceptions of historical trends, current market conditions and expected future developments, the timing and amount of capital and other expenditures, and other factors believed to be reasonable in the circumstances.


LITHOS GROUP LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the nine months ended January 31, 2026

By their nature, forward-looking statements are subject to inherent risks and uncertainties which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved. A variety of material factors, many of which are beyond the control of the Company, could cause actual results to differ materially from current expectations of estimated or anticipated events or results. The risks, uncertainties and other factors that could influence actual results include, but are not limited to:

  • the Company's inability to efficiently manage its operations;
  • general economic and business conditions;
  • the Company's negative operating cash flow;
  • the Company's ability to obtain additional financing to fund the activities stated in MD&A increases in the Company's capital and operating costs;
  • volatility of commodity prices and the Company's Common Shares;
  • general risks associated with mineral exploration industry;
  • the ability to comply with applicable governmental regulations and standards;
  • risks relating to regulatory changes or actions;
  • competition within the mineral exploration industry;
  • competition within the lithium pre-treatment and direct extraction industry; and
  • other factors as more particularly described under the heading "Risk Factors".

Readers are cautioned that the foregoing list of factors is not exhaustive and that other factors may emerge from time to time. It is not possible for management to predict all such factors and to assess in advance the impact of each such factor on the business of the Company, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statement. Readers are also cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Although the forward-looking statements contained in this MD&A are based upon what management of the Company currently believe to be reasonable assumptions, actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur. The forward-looking statements contained herein are made as of the date of this MD&A and, other than as specifically required by law, the Company does not assume any obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

The Company has included the above summary of assumptions and risks related to forward-looking statements contained in this MD&A in order to provide investors with a more complete perspective on the Company's current and future operations and such information may not be appropriate for other purposes.

Additional information on these and other factors is available in the reports filed by the Company with Canadian securities regulators and available under the Company's profile on SEDAR+ at


LITHOS GROUP LTD.
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the nine months ended January 31, 2026

www.SEDAR+plus.ca. The forward-looking statements and information contained in this MD&A are made as of the date hereof.

Officers and Directors

In January 2026, Jennie Choboter resigned as a Director and as CFO of the Company, and Elyssia Patterson joined the Board of Directors. The Company is currently seeking a replacement CFO.

Current Directors of the Company are as follows:

  • Scott Taylor, Director, President & CEO
  • Elyssia Patterson, Director
  • Michael Westlake, Director